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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TRM Copy Centers Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
8762636105
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 758-9500
(212) 921-4139
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1997
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 872636105 Page 2 of Pages
-------------------- ------- --------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilltop Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 410,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 410,850
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
410,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
59021-1 ~ 03465-1 ~ 06/04/97 ~ 10:19 am
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SCHEDULE 13D
CUSIP No. 872636105 Page 3 of Pages
-------------------- ------- --------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 534,450
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 534,450
PERSON 10 SHARED DISPOSITIVE POWER
WITH 246,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
780,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
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SCHEDULE 13D
CUSIP No. 872636105 Page 4 of Pages
-------------------- ------- --------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 534,450
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 534,450
PERSON 10 SHARED DISPOSITIVE POWER
WITH 246,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
780,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
<PAGE>
SCHEDULE 13D AMENDMENT NO. 2
TRM COPY CENTERS CORPORATION
This Amendment No. 2 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of March
29, 1996 (the "Schedule 13D") and Amendment No. 1 to the Schedule 13D relating
to the event date of March 21, 1997 filed by Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer (the "Reporting Persons") relating to
the common stock (the "Common Stock") of TRM Copy Centers Corporation (the
"Issuer"). The address of the Issuer is 5208 N.E. 122nd Avenue, Portland, Oregon
97230. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended to read in its
entirety as follows:
Each of the Reporting Persons acquired its respective shares
of Common Stock of the Issuer for investment purposes. The Reporting Persons
believe that the current market price of the Common Stock does not reflect the
value of the Issuer. The Reporting Persons, by letter to the Issuer's Board of
Directors dated June 4, 1997, urged the Issuer's Board of Directors to
immediately take proactive steps to increase the value of the Common Stock. The
Reporting Persons suggested to the Issuer's Board of Directors that as a first
step the Issuer should use its excess cash flow to implement a share repurchase
program, dutch tender auction or extraordinary dividend. The Reporting Persons
suggested that the Board should then consider and take additional steps to
manage the Issuer's capital structure to benefit its owners - the shareholders.
On several occasions over the past year, the Reporting Persons
have had discussions with certain officers and directors of the Issuer during
which the Reporting Persons expressed their view that in spite of the good job
being done by the day to day operating management of the Issuer, the Issuer's
overly conservative capital structure and lack of focus on enhancing shareholder
value were compromising returns to shareholders.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may acquire or dispose of securities of the
Issuer, including shares of Common Stock, directly or indirectly, in open-market
or privately negotiated transactions, depending upon the evaluation of the
performance and prospects of the Issuer by the Reporting Persons and upon other
developments and circumstances, including, but not limited to, general economic
and business conditions and stock market conditions. In addition, depending on
the actions taken by the Issuer to enhance shareholder value and the foregoing
factors, the Reporting Persons may consider taking such actions as they believe
would facilitate the enhancement of shareholder value for all shareholders,
including, but not limited to, having discussions with other shareholders
regarding alternative ways of enhancing shareholder value.
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Except for the foregoing and as disclosed below, no Reporting
Person has any present plans or proposals which relate to or would result in any
of the actions or events described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read in its
entirety as follows:
(a) Hilltop is the beneficial owner of 410,850 shares
(5.9%) of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
780,650 shares (11.3%) of Common Stock. The 780,650 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 410,850 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as General Partner of and
Investment Advisor to Hilltop, which shares have been described in the previous
paragraph; and
(ii) 369,800 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as investment advisor to (A)
various Wolfson family entities ("Wolfson"), One State Street Plaza, New York
10004-1505 and (B) Hilltop Offshore Limited ("Offshore"), a Cayman Islands
company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La
Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson and Offshore are
collectively referred to herein as the "Clients").
Lance Laifer, as sole Director and principal stockholder of
Laifer Capital Management, Inc., is the beneficial owner of the 780,650 shares
of Common Stock beneficially owned by Laifer Capital Management, Inc. as
described above.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares presented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The percentage of ownership of the Reporting Persons is
based on 6,924,928 outstanding shares of Common Stock as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1997.
(b) Hilltop has the sole power (i) to vote or to direct the
voting of and (ii) to dispose and to direct the disposition of the 410,850
shares of Common Stock beneficially owned by it. Hilltop's power to vote and
dispose of its shares rests with Laifer Capital Management, Inc., in its
capacity as Hilltop's General Partner.
Laifer Capital Management, Inc. has the sole power (i) to vote
and to direct the voting of and (ii) to dispose and direct the disposition of
the 410,850 shares of Common Stock beneficially owned by it in its capacity as
the General Partner of Hilltop. Laifer Capital Management, Inc. has the sole
power (i) to vote and to direct the voting of and (ii) to dispose and direct the
disposition of the
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123,600 shares of Common Stock owned by Offshore. Laifer Capital Management,
Inc. shares with certain of the Clients the power to dispose and direct the
disposition of the 246,200 shares of Common Stock owned by Laifer Capital
Management, Inc. in its capacity as Investment Advisor to such Clients. Wolfson
retains the sole power to vote and direct the voting of the shares of Common
Stock owned by it.
(c) Each of the Reporting Persons acquired beneficial
ownership of additional shares of Common Stock since the filing of Amendment No.
1 to the Schedule 13D. All such transactions were effected on the open market.
Additional information concerning transactions during the past 60 days is
contained on Annex A hereto.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Letter from the Reporting Persons to the Board of
Directors of the Issuer dated June 4, 1997.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 5, 1997
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
--------------------------------------
Lance Laifer, President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
--------------------------------------
Lance Laifer, President
/s/ Lance Laifer
--------------------------------------
LANCE LAIFER
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
4/9/97 10.75 .06 1,500 800 500 200
4/11/97 10.625 .06 1,100 600 400 100
4/14/97 10.8125 -- 8,000 4,400 2,600 1,000
4/16/97 11.00 .06 1,500 800 500 200
4/17/97 10.875 .06 700 700 0 0
4/18/97 10.8125 .06 600 600 0 0
4/30/97 10.5625 .06 1,000 600 300 100
4/30/97 10.5625 -- 16,000 8,800 5,200 2,000
4/30/97 10.7917 .06 6,000 3,300 2,000 700
5/6/97 10.50 .06 1,200 700 400 100
5/7/97 9.875 .06 3,300 1,900 1,000 400
5/7/97 10.2142 .06 14,300 7,900 4,600 1,800
5/9/97 10.3125 -- 3,000 0 3,000 0
5/12/97 10.875 .06 1,000 0 1,000 0
5/13/97 10.75 .06 10,000 0 10,000 0
5/16/97 10.3564 .06 4,700 2,700 1,400 600
5/16/97 10.75 .06 3,100 1,800 900 400
5/19/97 10.625 .06 300 0 300 0
5/20/97 10.75 .06 1,000 0 1,000 0
5/21/97 10.25 .06 200 0 200 0
5/23/97 10.75 .06 2,500 1,400 800 300
5/30/97 10.75 .06 500 0 500 0
[LAIFER CAPITAL MANAGEMENT, INC. LETTERHEAD]
June 4, 1997
The Board of Directors
TRM Copy Centers Corporation
5208 N.E. 122nd Avenue
Portland, OR 97230
Re: TRM Copy Centers Corporation (the "Company")
Dear Sirs:
As a longtime shareholder and supporter of the Company, I am writing to
express my increasing frustration with the Company's failure to take actions to
enhance shareholder value. I strongly urge the Company's Board of Directors to
immediately implement proactive steps to increase the value of the Company's
shares. As a first step the Company should use its excess cash flow to implement
a share repurchase program, dutch tender auction or extraordinary dividend. The
Board should then consider and take additional steps to manage the Company's
capital structure to benefit its owners - the shareholders.
As you know, Laifer Capital Management, Inc., through its managed
accounts, currently beneficially owns approximately 780,650 shares (11.3%) of
the common stock of the Company. As one of the Company's largest shareholders, I
have had discussions in the past with certain officers and directors of the
Company at which I repeatedly expressed my view that in spite of the good job
being done by the day to day operating management of the Company, the Company's
overly conservative capital structure, and lack of focus on enhancing
shareholder value were compromising returns to shareholders. Companies with
similar operating dynamics that emphasize, maintain and articulate an
orientation toward maximizing shareholder returns have shown far greater stock
market performance than the Company.
I intend to review my investment in the Company on a continuing basis
and depending on the actions taken by the Company to enhance shareholder value
and other factors, I may consider taking any such actions as I believe would
facilitate the enhancement of value for all shareholders, including, but not
limited to, having discussions with other shareholders regarding alternative
ways of enhancing the value of our collective invesment in the Company. I intend
to file with the Securities and Exchange Commission an amended Statement of
Beneficial Ownership on Schedule 13D to reflect the beliefs expressed in this
letter.
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The Board of Directors
TRM Copy Centers Corporation
June 4, 1997
Page 2
I believe the Company's fundamental business prospects are extremely
promising but that the Company's per share price does not reflect the intrinsic
value of the Company if it were operated with a greater emphasis on shareholder
return. I hope you will agree with me and take immediate action.
LAIFER CAPITAL MANAGEMENT, INC.
By:/s/ Lance Laifer
------------------------
Lance Laifer
President
